--------------------------------------------------------------------------------

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  Form 10-QSB

 (Mark one)

   __X__  Quarterly report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934
          For the quarterly period ended December 31, 2003.

   _____  Transition report under Section 13 or 15(d) of the Exchange Act
          For the transition period from ______ to ______

                         Commission file number 1-16165

                           AQUACELL TECHNOLOGIES, INC.
       (Exact Name of Small Business Issuers as Specified in its Charter)

              Delaware                             33-0750453
     (State of Incorporation)          (IRS employer identification number)

                             10410 Trademark Street
                           Rancho Cucamonga, CA 91730
                    (Address of Principal Executive Offices)

                                (909) 987-0456
                (Issuer's Telephone Number, Including Area Code)
                      ____________________________________

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
     Yes __X__     No  _____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court.
     Yes  _____     No  _____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     Common Stock, $.001 par value             12,004,558 shares outstanding
                                                  as of February 13, 2004.

     Transitional Small Business Disclosure Format (check one):
     Yes  _____     No  _____

--------------------------------------------------------------------------------

<PAGE>

                          AQUACELL TECHNOLOGIES, INC.

                                  FORM 1O-QSB

                  FOR THE QUARTER ENDED DECEMBER 31, 2003

                               TABLE OF CONTENTS


                        PART I - FINANCIAL INFORMATION


Item 1. Financial Statements:                                               PAGE

        Condensed Consolidated Balance Sheet as of December 31, 2003......... 1

        Condensed Consolidated Statements of Operations for the three and six
        month periods ended December 31, 2003 and 2002....................... 2

        Condensed Consolidated Statements of Cash Flow for the six month
        periods ended December 31, 2003 and 2002............................. 3

        Notes to Condensed Consolidated Financial Statements................. 4


Item 2. Managements Discussion and Analysis.................................. 7
        Forward-Looking Statements........................................... 7
        Overview............................................................. 7
        Results of Operations................................................ 8
        Liquidity and Capital Resources...................................... 9


                          PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.................. 10

Item 6. Exhibits and Reports on Form 8-K..................................... 11

Signature.................................................................... 11

Index to Exhibits............................................................ 12

                                       i

<PAGE>

                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                 AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEET
                               December 31, 2003
                                  (Unaudited)

ASSETS
Current assets:
     Cash .......................................................  $    359,000
     Notes receivable, including accrued interest of $1,000 .....        24,000
     Accounts receivable, net of allowance of $25,000 ...........        71,000
     Inventories ................................................       373,000
     Prepaid expenses and other current assets ..................       103,000
                                                                   -------------
          Total current assets ..................................       930,000
                                                                   -------------

Property and equipment, net .....................................        30,000
                                                                   -------------
Other assets:
     Goodwill ...................................................     1,042,000
     Patents, net ...............................................        87,000
     Security deposits ..........................................        13,000
                                                                   -------------
          Total other assets ....................................     1,142,000
                                                                   -------------
                                                                   $  2,102,000
                                                                   =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable ...........................................  $    386,000
     Accrued expenses ...........................................       446,000
     Preferred stock dividend payable ...........................        16,000
     Customer deposits ..........................................         1,000
     Current portion of deferred payable- derivative ............        20,000
     Current portion of long-term debt ..........................         4,000
                                                                   -------------
          Total current liabilities .............................       873,000

Deferred payable-derivative, net of current portion .............       514,000
Long-term debt, net of current portion ..........................         1,000
                                                                   -------------
          Total liabilities......................................     1,388,000
                                                                   -------------

Commitments and contingencies

Stockholders' Equity:
Preferred stock - Class A, par value $.00l;
     1,870,000 shares authorized;
     1,141,667 shares issued and outstanding ....................         1,000
Preferred stock, par value $.001;
     8,130,000 shares authorized; no shares issued ..............
Common stock, par value $.001;
     40,000,000 shares authorized;
     11,597,588 shares issued and outstanding ...................        12,000
Additional paid-in capital ......................................    18,407,000
Accumulated deficit .............................................   (15,405,000)
                                                                   -------------
                                                                      3,015,000
Unamortized deferred compensation ...............................    (2,301,000)
                                                                   -------------
          Total stockholders'equity .............................       714,000
                                                                   -------------
                                                                   $  2,102,000
                                                                   =============

           See notes to condensed consolidated financial statements.

                                       1

<PAGE>

                 AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                Three Months Ended         Six Months Ended
                                    December 31,             December 31,
                             ------------------------- -------------------------
                                 2003         2002         2003         2002
                             ------------ ------------ ------------ ------------
Revenue:

  Net sales ...............  $   199,000  $   204,000  $   400,000  $ 1,134,000
  Rental income............        1,000        2,000        1,000        4,000
                             ------------ ------------ ------------ ------------
                                 200,000      206,000      401,000    1,138,000
Cost of sales .............      148,000      139,000      277,000      604,000
                             ------------ ------------ ------------ ------------
Gross profit ..............       52,000       67,000      124,000      534,000
                             ------------ ------------ ------------ ------------

Selling, general and administrative expenses:

  Salaries and wages.......      402,000      283,000      701,000      593,000

  Legal, accounting and
    other professional
    expenses ..............       50,000       30,000      100,000      104,000

  Consulting fees and
    expenses-research and
    development ...........       47,000         -          62,000         -

  Stock based compensation.      227,000       55,000      602,000      100,000

  Fair value adjustment of
    derivative ............      187,000         -         394,000         -

  Write-off of accrued
    interest on notes .....       48,000         -          48,000         -

  Other ...................      319,000      245,000      574,000      522,000
                             ------------ ------------ ------------ ------------
                               1,280,000      613,000    2,481,000    1,319,000
                             ------------ ------------ ------------ ------------
Loss from operations before
  other (expense) income ..   (1,228,000)    (546,000)  (2,357,000)    (785,000)
                             ------------ ------------ ------------ ------------

Other (expense) income:

  Interest expense ........         -         (18,000)        -         (22,000)
  Interest income .........         -          14,000        1,000       32,000
                             ------------ ------------ ------------ ------------
                                    -          (4,000)       1,000       10,000
                             ------------ ------------ ------------ ------------

Net loss for the period ...  $(1,228,000) $  (550,000) $(2,356,000) $  (775,000)
                             ============ ============ ============ ============
Weighted average shares
  outstanding- basic and
  diluted .................   10,697,000    8,601,000   10,023,000    8,601,000
                             ============ ============ ============ ============

Loss attributable to common stockholders:

  Net loss ................  $(1,228,000) $  (550,000) $(2,356,000) $  (775,000)

  Preferred stock
    dividends .............        16,000         -          32,000         -
                             ------------ ------------ ------------ ------------
  Loss attributable to
    common stockholders ...  $(1,244,000) $  (550,000) $(2,388,000) $  (775,000)
                             ============ ============ ============ ============
  Net loss per common
    share .................  $     (0.12) $     (0.06) $     (0.24) $     (0.09)
                             ============ ============ ============ ============

           See notes to condensed consolidated financial statements.

                                       2

<PAGE>

                 AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                           Six Months Ended
                                                             December 31,
                                                      --------------------------
                                                          2003          2002
                                                      ------------  ------------
Cash flows from operating activities:
Net loss ...........................................  $(2,356,000)  $  (775,000)

Adjustment to reconcile net loss to net cash used in operating activities:
  Write-off of accrued interest on notes receivable.       48,000          -
  Fair value adjustment of derivative ..............      394,000          -
  Stock based compensation .........................      602,000       100,000
  Depreciation and amortization ....................       27,000        31,000

Changes in:
  Accounts receivable ..............................        3,000      (258,000)
  Accrued interest receivable ......................       20,000       (32,000)
  Prepaid expenses and other current assets ........       20,000       115,000
  Inventories ......................................     (295,000)      (10,000)
  Accounts payable .................................     (349,000)       29,000
  Accrued expenses .................................      (55,000)      416,000
  Customer deposits ................................      (22,000)       16,000
                                                      ------------  ------------
     Net cash used in operating activities .........   (1,963,000)     (368,000)
                                                      ------------  ------------

Cash flows from investing activities:
  Notes issued for purchase of property and
    equipment, net of payments .....................       (2,000)        9,000
  Collections on notes receivable ..................       68,000          -
  Purchase of property and equipment ...............       (2,000)      (11,000)
                                                      ------------  ------------
     Net cash provided by (used in)
       investing activities ........................       64,000        (2,000)
                                                      ------------  ------------

Cash flows from financing activities:
  Proceeds from private placements of common stock .    2,555,000          -
  Expenses of offerings ............................     (259,000)         -
  Preferred stock dividends paid ...................      (28,000)
  Exercise of stock options and warrants ...........       38,000
  Proceeds of loans from finance company,
    net of repayments ..............................         -          282,000
  Proceeds (repayments) of loans from related
    parties ........................................      (80,000)       39,000
                                                      ------------  ------------
     Net cash provided by financing activates ......    2,226,000       321,000
                                                      ------------  ------------
Increase (decrease) in cash ........................  $   327,000   $   (49,000)
Cash, beginning of period ..........................       32,000        51,000
                                                      ------------  ------------
Cash, end of period ................................  $   359,000   $     2,000
                                                      ============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest ...........................  $      -      $      -

Supplemental schedule of non-cash investing and financing activities:

  Conversion of inventory to depreciable assets
    for advertising program ........................  $     6,000   &      -

  Issuance of common stock and warrants for
    services to the company ........................  $ 2,564,000   $    43,000

  Principal payments on notes receivable by
    conversion of accrued officers salaries ........  $      -      $   284,000

  Dividends payable on preferred stock .............  $    16,000

  Retirement of 82,422 shares of treasury stock ....  $      -      $   251,000

  Write-off of notes receivable against reserve ....  $   177,000   $      -

  Conversion of 43,333 shares of preferred stock
    to common stock ................................  $      -      $      -

           See notes to condensed consolidated financial statements

                                       3

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  December 31, 2003 (Unaudited)

NOTE A - BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial
statements  include  the accounts of AquaCell Technologies,  Inc.
and  its wholly owned subsidiaries.  All significant intercompany
accounts and transactions have been eliminated in consolidation.

      The accompanying unaudited condensed consolidated financial
statements  have been prepared in accordance with U.S.  generally
accepted  accounting principles for interim financial information
and  with instructions to Form 10-QSB.  Accordingly, they do  not
include  all  of the information and footnotes required  by  U.S.
generally  accepted accounting principles for complete  financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting of normal recurring adjustments) considered necessary
for  a  fair  presentation  have been included.  The  results  of
operations  for the six months ended December 31,  2003  are  not
necessarily indicative of the results to be expected for the full
year.   For  further information, refer to the  Company's  annual
report filed on Form 10-KSB for the year ended June 30, 2003.

NOTE B - NOTES RECEIVABLE

     At  December 31, 2003, the notes receivable consisted  of  a
note  with  a  balance  of $23,000 due from  a  non-director/non-
employee  stockholder. The note, bearing an annual interest  rate
of  8%,  is  unsecured and matured October 2002.  The  note  that
matured  in October 2002 was extended for one year. In July  2003
the  Company  received a $68,000 principal payment  plus  accrued
interest on this note and extended the remaining balance to  June
30, 2004.

        At   December  31,  2003,  notes  receivable  from   non-
director/non-employee stockholders and entities owned by them, in
the  amount of $177,000, were written off against the balance  of
the  reserve  against  these notes in  the  amount  of  $177,000.
Accrued interest of $48,000, in connection with these notes,  was
also written off at December 31, 2003.

     Interest receivable at December 31, 2003 amounted to $1,000.


NOTE C - INVENTORIES

     Inventories consist of the following at December 31, 2003:

          Raw materials ........................ $  225,000
          Work in progress .....................    148,000
                                                 -----------
                                                 $  373,000
                                                 ===========

                                       4

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  December 31, 2003 (Unaudited)

NOTE D - PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows at December
31, 2003:

          Furniture and fixtures ..................... $  35,000
          Equipment - office .........................    96,000
          Machinery and equipment ....................   122,000
          Rental units ...............................     9,000
          Leasehold improvements .....................    10,000
          Truck ......................................    11,000
          Coolers placed for advertising program......     7,000
                                                       ----------
                                                         290,000
          Less accumulated depreciation ..............   260,000
                                                       ----------
                                                       $  30,000
                                                       ==========

NOTE E - LONG TERM DEBT

       At  December  31,  2003  long-term  debt  consists  of  an
installment note, secured by a truck, payable in monthly payments
of  $342  through February 2005.  Maturities on the note  are  as
follows:

          Year ending:
                       December 31, 2004............   $   4,000
                       December 31, 2005............       1,000
                                                       ----------
                                                       $   5,000
                                                       ==========

NOTE F - EQUITY TRANSACTIONS

      During July through September 2003 the Company completed  a
private  placement of 1,703,000 shares of its common  stock.  The
offering  consists of one share of common stock  at  a  price  of
$1.50 per share and one common stock purchase warrant exercisable
at  $4.00  per  share. The warrant contains a call  feature.  The
Company  received  proceeds  of $2,296,000  net  of  expenses  of
$259,000.  In  connection with the offering the  placement  agent
received  341,000 common stock purchase warrants  exercisable  at
$4.00 per share.

      During  August 2003 the Company entered into marketing  and
consulting  agreements with five separate entities. Consideration
for  these agreements included cash fees of $45,000 and 1,250,000
warrants to purchase shares of common stock of the Company  at  a
price of $.01 per share. These warrants were valued at $2,564,000
utilizing the Black-Scholes valuation method. Such amount will be
amortized   to   expense  over  the  term  of   the   agreements.
Amortization  amounted  to  $533,000 for  the  six  months  ended
December 31, 2003.


                                       5

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  December 31, 2003 (Unaudited)

NOTE G - DERIVATIVE

      For  the  six months ended December 31, 2003,  the  Company
recognized a $394,000 charge for the fair value of its put option
to Corbett Water Technologies, Inc. and S & B Technical Products,
Inc.,  regarding  the return and cancellation  of  all  exclusive
distribution  and marketing rights , which was  classified  as  a
derivative  (See  Note K(2) to Form 10-KSB). As of  December  31,
2003  $602,000  has  been  liquidated through  sales  of  284,078
shares. The Company has calculated fair value of the unliquidated
balance  of  the put option on the unsold shares (167,729)  using
the  Black  Scholes  valuation  method  utilizing  the  following
assumptions: risk-free interest rate of 3.1%, volatility  of  88%
and expected life of five months at December 31, 2003.

NOTE H - CONCENTRATION OF CREDIT RISK

     The Company's financial instruments that are exposed to
concentration of credit risk consists of cash. Such amounts are
in excess of FDIC insurance limits.

                                       6

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

      When used in this Form 10-QSB and in future filings by  the
Company  with the Commission, statements identified by the  words
"believe",   "positioned",   "estimate",   "project",   "target",
"continue",  "will", "intend", "expect", "future", "anticipates",
and  similar  expressions  express management's  present  belief,
expectations   or  intentions  regarding  the  Company's   future
performance   within  the  meaning  of  the  Private   Securities
Litigation  Reform  Act of 1995.  Readers are  cautioned  not  to
place undue reliance on any such forward-looking statements, each
of  which  speaks only as of the date made.  Such statements  are
subject  to  certain  risks and uncertainties  that  could  cause
actual results to differ materially from historical earnings  and
those  presently anticipated or projected.  The  Company  has  no
obligations to publicly release the result of any revisions which
may   be  made  to  any  forward-looking  statements  to  reflect
anticipated  or  unanticipated events or circumstances  occurring
after the date of such statements.

Overview

      The  following discussions and analysis should be  read  in
conjunction  with the Company's condensed consolidated  financial
statements  and  the  notes  presented  following  the  condensed
consolidated  financial  statements. The discussion  of  results,
causes  and  trends  should  not  be  constructed  to  imply  any
conclusion that such results or trends will necessarily  continue
in the future.

     During  the  six months ended December 31, 2003 the  Company
raised  net  equity of $2,296,000 to enable the Company  to  move
forward  with the restructuring of its marketing program for  its
patented self-filling water coolers. A component of this  program
includes  the  cooler  advertising program through  its  Aquacell
Media  subsidiary  whereby the Company has started  shipping  and
installing  coolers  in drug stores and health  care  facilities.
Aquacell  Media  will retain ownership of these  coolers  and  is
selling  advertising  on  the cooler's  bottle  band  for  health
related and/or personal care items.

     For  the  six  months ended December 31, 2003 revenues  were
$401,000 representing a decrease of $737,000 from the same period
of   the   prior   year.   Virtually  the  entire  decrease   was
attributable  to the lack of sales to Corbett Water Technologies,
Inc. (Corbett) the Company's former exclusive distributor of  its
patented  self-filling water coolers. The Company went through  a
lengthy negotiation process to recover its marketing rights, from
Corbett  and  its parent company S & B Technical  Products,  Inc.
(S&B),  during  which time the Company was impeded from  pursuing
new  marketing avenues or channels of distribution. As  a  direct
result  of the Corbett and S&B distribution agreements and return
of  the  exclusive  marketing rights, the  Company  has  incurred
significant  non-cash  losses,  aggregating  $2,040,000   through
December  31,  2003, since the inception of these  agreements  in
October of 2001.

     The  period ended December 2003 represented the first period
during  which the Company has had the ability to restructure  its
marketing plan and form new sales and marketing alliances.  As  a
part of this restructuring, we have engaged several new marketing
partners,  including  internationally renowned  security  experts
Beau  Dietl  & Associates, providing access to major corporations
for  the  marketing and sales of our products that we  expect  to
come  to  fruition  over  the  next several  months  and  provide
significant revenues for the Company.


                                       7

<PAGE>

     The  Company is embarking on additional opportunities  which
we believe will provide long-term benefits to the Company.

     The   Company  does  not  anticipate  incurring  significant
marketing costs as it intends to utilize channels of distribution
where the selling groups will be responsible for payment of their
own sales and marketing expenses.

Results of Operations

     During  the  six  months  ended  December  31,  2003  on   a
consolidated  basis,  revenues  were  $401,000  as  compared   to
$1,138,000 for the similar period of the preceding year resulting
from the negotiation for the return of the exclusive distribution
rights, from Corbett and S&B, discussed in the overview section.

     On  a consolidated basis, gross margin decreased to 31%  for
the six months ended December 31, 2003 as compared to 47% for the
same  period of the prior year. This decrease is attributable  to
the  decrease  in  sales  of the Company's patented  self-filling
water  coolers  as  a  result  of  its  lengthy  negotiations  to
recapture its exclusive marketing rights from Corbett and S&B and
the  restructuring of its marketing program as discussed  in  the
Overview  section.  The majority of sales for  the  quarter  were
sales  of  systems build and sold by the Company's Water  Science
Technologies  subsidiary which operates at a lower  gross  profit
margin.

     Net  loss  on a consolidated basis, attributable  to  common
stockholders,  for  the six months ended December  31,  2003  was
$2,388,000  or $0.24 per share, as compared to $775,000  or  $.09
per share for the same period of the prior year.  The increase in
the  loss  is attributable to the decrease in revenues. Principal
sources  of  the  loss  in  the aggregate  amount  of  $1,044,000
resulted from stock based compensation in the amount of $602,000,
a fair value adjustment of a derivative in the amount of $394,00,
and  write-off  of  accrued interest on notes receivable  in  the
amount of $48,000.

     Salaries and wages increased by $108,000 for the six  months
ended  December  31, 2003 over the prior year. Legal,  accounting
and other professional expenses decreased by approximately $4,000
for  the six months ended December 31, 2003. Consulting fees  and
expenses in connection with the research and development  of  new
business  opportunities amounted to $62,000 for  the  six  months
ended  December 31, 2003. Stock based compensation  increased  by
$502,000  to $602,000 for the six months ended December 31,  2003
resulting  from amortization of Black Scholes charges  on  common
stock  purchase warrants issued in connection with marketing  and
consulting agreements initiated during the period ended  December
31,  2003.   Other selling, general and administrative  expenses,
consisting  primarily of rent - $78,000, telephone and utilities-
$34,000, travel- $24,000, business promotion- $67,000, insurance-
$52,000,  and vehicle expenses-$53,000 increased by approximately
$52,000 to $574,000 for the six months ended December 31, 2003.

     During  the six months ended December 31, 2003, the  Company
recorded  a  fair value adjustment of a derivative, in connection
with a put option relating to the return and cancellation of  all
exclusive distribution and marketing rights from Corbett and  S&B
in the amount of $394,000.


                                       8

<PAGE>

Liquidity and Capital Resources

     During  the  six months ended December 31, 2003  we  raised,
through  the  completion  of a private placement  of  our  common
shares, net equity of approximately $2,296,000.

     Cash used by operations during the six months ended December
31,  2003  amounted  to $1,963,000.  Net loss of  $2,361,000  was
reduced  by  non-cash stock based compensation in the  amount  of
$602,000,  write-off of accrued interest on notes  receivable  in
the  amount of $48,000, fair value adjustment of a derivative  in
the  amount  of  $394,000 and depreciation  and  amortization  of
$27,000.   Cash  used by operations was further increased  by  an
increase  in inventories, in anticipation of business growth,  in
the  amount of $295,000 and a decrease in accounts payable in the
amount of $349,000. Net loss was further increased by net changes
in   accrued  interest  receivable,  prepaid  expenses,   accrued
expenses, customer deposits and accounts receivable amounting  to
$29,000.

      Cash provided by investing activities during the six months
ended  December  31,  2003  represented  collections  on  a  note
receivable in the amount of $68,000 decreased by expenditures for
property  and equipment in the amount of $2,000 and decreased  by
payments  on  notes issued for the purchase of equipment  in  the
amount of $2,000.

     Cash  provided  by  financing activities  was  approximately
$2,226,000.  Proceeds from sales of common  stock  in  a  private
placement  amounted  to $2,296,000 net of expenses  of  $259,000.
Proceeds from exercise of stock options amounted to $38,000.  The
Company  paid  dividends of $28,000 on its Series  A  convertible
preferred  stock  and the repayment of loans to  related  parties
amounted to $80,000.

     We  have  granted warrants in  connection  with  our initial
public  offering, private  placements, consulting, marketing  and
financing agreements that may generate  additional  capital of up
to approximately $14,900,000 if exercised.  There is no assurance
however, that any of the warrants will  be exercised.

     In  connection  with  the written put option  regarding  the
return  and  cancellation  of  all  exclusive  distribution   and
marketing  rights from Corbett and S&B reflected as a  derivative
in   the  accompanying  financial  statements,  the  Company  has
adjusted  its  liability to $534,000 at December 31,  2003.  Such
amount  represents the fair value of liability in the event  that
the counterparty does not realize $1,339,000 from the sale of its
shares  owned  in the Company. The net remaining  obligation,  if
any,  will be paid from 5% of future revenues to be generated  by
the Company's Global Water-Aquacell, Inc. subsidiary.

     Management believes that its present cash balance  and  cash
flows  expected  to  be  generated  from  future  operations   in
combination with warrant conversions or future equity raises will
be  sufficient  to meet presently anticipated needs  for  working
capital  and  capital expenditures through at least the  next  12
months;  however, there can be no assurance in that regard.   The
Company  presently has no material commitments for future capital
expenditures.


                                       9

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

      Within  the  90 days prior to the date of this  Report  the
Company carried out an evaluation, under the supervision and with
the  participation  of  the Company's management,  including  the
Company's chief executive officer and chief financial officer, of
the  effectiveness of the design and operation of  the  Company's
disclosure  controls  and  procedures  pursuant  to  Rule  13a-14
adopted  under  the Securities Exchange Act of 1934.  Based  upon
that  evaluation, the chief executive officer and chief financial
officer  concluded  that  the Company's disclosure  controls  and
procedures  are effective. There were no significant  changes  in
the  Company's internal controls or in other factors  that  could
significantly  affect these controls subsequent to  the  date  of
their evaluation.


                  PART II.   OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During  the  period covered by this Report on  Form  10-QSB
certain  matters  were submitted to a vote  of  security  holders
through the solicitation of proxies:

     a)    The Company held its annual meeting of stockholders on
     December 2, 2003.

     b)    One matter voted upon at the meeting was  the election
     of two Company directors, to wit, James C. Witham and  Glenn
     A. Bergenfield.  The Company's three other directors, namely
     Karen  B.  Laustsen, Dr. William DiTuro, and Gary  S.  Wolff
     continued in office after the meeting.

     c)    Additional matters voted upon at the meeting were  the
     appointment  of  Wolinetz, Lafazan  &  Company,  PC  as  the
     Company's  independent  auditors;  the  ratification  of  an
     amendment  to the Company's 1998 Incentive Stock  Plan;  and
     the  ratification  of  the issuance of 1,703,031  shares  of
     common   stock  in  connection  with  a  private   placement
     completed  in September, 2003 to comply with AMEX Rule  713.
     With  respect  to  the  election  of  Mr.  Witham  and   Mr.
     Bergenfield  as  directors,  Mr. Witham  received  5,718,324
     votes  with  87,317 votes withheld and no  abstentions.  Mr.
     Bergenfield  received 5,668,109 votes in favor  of  election
     with  137,532  votes withheld and no abstentions.  Wolinetz,
     Lafazan   &   Company,  PC  was  elected  as  the  Company's
     independent  auditors receiving 5,802,409 votes  with  3,232
     votes  withheld  and no abstentions. The  amendment  to  the
     Company's  1998  Incentive Stock plan was passed,  receiving
     5,707,323   votes   with  98,318  votes  withheld   and   no
     abstentions.  The ratification of the issuance of  1,703,031
     shares  of  common stock in a private placement was  passed,
     receiving 5,644,624 votes with 161,017 votes withheld and no
     abstentions. There were no broker non-votes recorded.


                                       10

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     A.   Exhibits.

          31.1  CEO's Certification Pursuant to Rule 13a-14(a)/15d-14(a)

          31.2  CFO's Certification Pursuant to Rule 13a-14(a)/15d-14(a)

          32.0    Certification Pursuant to 18 U.S.C. Section 1350

     B.   Reports on Form 8-K.

          None.


                            SIGNATURE

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                                  AquaCell Technologies, Inc.
                                  -------------------------------
                                  Registrant



Date: February 13, 2004              /s/ Gary S. Wolff
                                  -------------------------------
                                  Name:  Gary S. Wolff
                                  Title: Chief Financial Officer



                                       11

<PAGE>

                        INDEX TO EXHIBITS

Exhibit
Number     Description
-------    -----------

 31.1      CEO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a)


 31.2      CFO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a)


 32.0      Certification Pursuant to 18 U.S.C. Section 1350



                                       12